1. DEFINITIONS
In these Conditions "the Company" means Tower Brick and Tile Company Limited and "the Customer" means the individual, firm, company or other party with whom the Company contracts.

2. BASIS OF QUOTATION AND ORDERS
(i) No order placed on the Company in pursuance of any quotation or otherwise shall be binding on the Company unless such order is accepted in writing by the Company. Any contract made between the Company and the Customer (hereinafter called "the Contract") shall be subject to these Conditions, and save as mentioned, no representative or agent of the Company has authority to agree any terms or make any representation inconsistent with them, or to enter into any Contract except on the basis of them. Any such term or representation and any variation of these Conditions will bind the Company only if confirmed
in writing and signed by a director or Secretary of the Company. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
(ii) The Company's quotation includes only such materials and services as are specified therein, and the Company shall have no obligations not expressly stated in the quotation.
(iii) Unless otherwise expressly agreed in writing, all quoted prices are ex works and exclude VAT. Where delivered prices are quoted these are based on full lorry loads.
(iv) The price quoted is fixed only where this has been stated by the Company in writing together with the period during which such price will be fixed. In all other cases the price charged shall be the price ruling the date of delivery.
(v) Other than during the period when a fixed price agreed as above shall prevail if at any time pending completion of an order there shall be an increase in the general ex-works price of the class of materials included within the quotation or in the cost of transport or any other service necessary for the completion of the order the Company shall be entitled to make a corresponding adjustment to the quoted price, which shall apply to all subsequent deliveries unless and until such price shall be further increased in accordance with this clause. In addition to the foregoing the Company reserves the right to impose a surcharge on the ex-works price of all orders to take account of variations in the cost of energy (which expression shall include gas, electricity, oil and coal).
(vi) Unless otherwise agreed in writing by a director of the Secretary of the Company these Conditions shall override any terms and conditions stipulated or referred to by the Customer in his order, pre-contract negotiations or otherwise. If the terms and conditions stated in the Customer's order are inconsistent herewith or if they contain a provision either in similar terms to this Condition or otherwise purporting to exclude these Conditions the Company's acceptance of the Customer's order shall constitute a counter-offer and the Customer shall be deemed to have accepted these Conditions and the provisions of the Sale of Goods Act, 1979 not inconsistent therewith unless it notifies the Company to the contrary within 5 days of receiving the Company's acceptance of the order. Acceptance of any delivery shall constitute confirmation of an ongoing acceptance of these Conditions.
(vii) No order which has been accepted by the Company may be cancelled by the Customer except by the Customer submitting a written request for cancellation six (6) weeks prior to the intended date of delivery of the Customer's order and only upon the written agreement and approval of such cancellation by the the Company thereafter, and provided the Customer shall indemnify the Company in full against all losses, costs, damages, charges and expenses incurred by the Company as a result of such cancellation.

3. SUITABILITY
(i) No condition is made or to be implied and no warranty is given or to be implied that the type and/or specification of the brick or building block ordered is suitable for any particular purpose intended by the Customer or for use under any specific conditions and the Customer must satisfy itself that the type and/or specification of the brick/building block is suitable for the particular purpose intended by the Customer or others and for use under any specific conditions notwithstanding that such purpose or condition may be known or made known to the Company. To the furthest extent permitted by law, the Company shall not be under any liability for loss or damage resulting from advice or representation given in good faith by the Company, its employees or agents regarding the use, performance or suitability of its products or their equivalent. This clause shall not limit the statutory obligations of the Company.
(ii) Any sample provided to the Customer or any description contained in the Company's catalogues, price lists, or other promotional material is intended merely to present a general picture of the Company's products and should be used for guidance purposes only. All sales by the Company are made by description and not by sample.

4. AVAILABILITY
Acceptance and completion of an order at the quoted price is subject to the availability of all materials, services and labour required for the execution of the order and the Company shall be under no liability for delay in the event of the non-availability of any materials, services or labour. The Company shall be entitled to make part deliveries of goods against an order or contract and the Customer shall be bound to accept and make payment against such part deliveries.

5. PRODUCT DEVELOPMENT
The Company is constantly seeking ways to improve the specification design and production of its products and whilst every care is taken to ensure that literature produced by the Company is up to date, such literature should not be regarded as an infallible guide to current specifications, and the Company reserves the right to modify or withdraw from sale any of its products without notice and without any liability on the part of the Company.

6. DELIVERY
(i) Unless otherwise agreed in writing by the Company:
(a) Where delivery is to be made by the Company or its agent delivery of the goods shall be by the means most convenient to the Company to the address or addresses specified by the Customer or (in the event that the Customer fails to specify an address) to any address at which the Customer resides or carries on business and the Customer shall take delivery accordingly. Delivered prices and delivery charges are quoted on the assumption that the Customer will provide safe and unrestricted access to the site or delivery address on hard roads suitable for heavy vehicles during reasonable business hours for the purpose of off-loading, and undertakes to ensure that there is adequate level stocking area for the purpose.
(b) Unless specifically included in the quoted price the Company shall be entitled to add to the contract price a reasonable charge for packaging and off-loading.
(c) Where the Company undertakes delivery of the goods, risk in the goods passes to the Customer on delivery or if the Customer wrongfully fails to take delivery at the time when the Company tendered delivery of the goods. Where the goods are to be collected ex works by the Customer or his agent, risk passes to the Customer when the Company notifies the Customer that the goods are available for collection. Off-loading is at the Customer's risk when not carried out by the Company's vehicle craneage.
(ii) The Company shall not be responsible for any variation in goods or deviation from agreed delivery schedules or quantities made at the request of the Customer. Where delivery is made in accordance with schedules supplied by the Customer, the Customer undertakes to accept the goods in accordance with such schedules. If the Customer refuses or is unable to accept deliveries made in accordance with such schedules, the Customer undertakes to reimburse the Company for all costs of handling and haulage reasonably incurred.
(iii) While the Company will endeavour to deliver the goods by any date or within any period agreed upon, such dates and periods are estimates only given in good faith and the Company will not be liable for any of the consequences of failure to deliver by the due date or within such a period. The quoted delivery period shall be dependant on receipt of the Customer's formal order, delivery schedules and final specifications. Manufacture of non-standard materials or special shapes will not commence until final specification and or/drawings have been supplied to and agreed by the Company and any modification by the Customer to design, specifications or quantities may result in delay in delivery. Moreover, the Company shall be entitled to defer delivery until any monies due from the Customer have been received. Thus the time of delivery or completion shall not be of the essence, unless agreed in writing and signed by a director of the Company. The Company shall not in any case be liable for any loss or damage, or any consequential loss, arising directly or indirectly from a delay in delivery.

7. CUSTODY OF GOODS
(i) Notwithstanding delivery of and the passing of risk in the goods, the Customer shall hold the goods solely as fiduciary agent and bailee for the Company and the goods shall remain the property of the Company until such time as the Company shall have received payment in full (in cash or cleared funds) for the goods and for all other goods agreed to be sold by the Company to the Customer for which payment is then due. The Customer grants to the Company, its servants or agents the right to enter upon any land or building in which the goods may be situated to recover goods in respect of which such title remains vested in the Company at any time including (but not limited to) when the amount owed to the Company by the Customer is in excess of the credit limit from time to time imposed by the Company or where credit facilities have been withdrawn by the Company.
(ii) Where as part of his normal business the Customer shall sell or use goods, title to which remains vested in the Company, such part of the sale proceeds or otherwise (including insurance proceeds) received or receivable by the Customer as relates to the goods shall be held on trust for the Company in a separate bank account which shall remain identifiable as money belonging to the Company.
(iii) The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Company.

8. FORCE MAJEURE
Should the Company be delayed in or prevented from making delivery of the goods due to war, local government or parliamentary regulations, strikes, lock-outs, floods, labour disturbances, trade disputes, stoppage, delay or interruption of work in the establishment of either the Company or the Customer, damage to or destruction of the goods, or any other reasons of force majeure beyond the control of the Company and the Customer respectively, the Company shall be at liberty to cancel or at its sole discretion suspend in whole or in part the order placed by the Customer without incurring any liability for any loss or damage arising therefrom.

9. PAYMENT
(i) Unless otherwise agreed in writing, accounts are payable on or before the end of the month following the month of delivery. In the event that the Customer shall fail to pay any account on the due date, the Company shall have, without prejudice to any other remedies, the right to cancel any order or contract, and/or cease further deliveries without notice. The Company reserves the right to charge interest on all sums overdue (both before and after judgement) at the rate of 4% above the prevailing base rate of HSBC Bank plc. The Company reserves the right to suspend deliveries to the Customer at any time when the amounts owed to the Company by the Customer are or would be in excess of credit limits imposed by the Company from time to time. The Company reserves the right to vary such credit limits or withdraw credit facilities at any time upon written notice to the Customer.
(ii) If the Customer shall fail to make any payment when it becomes due, or shall enter into any composition or any arrangement with its creditors, or if distress or execution shall be levied on the Customer's property or assets, or if the Customer shall commit an act of bankruptcy or if any petition or order in bankruptcy shall be presented or made against the Customer, or if being a company shall have a receiver appointed, or shall pass a resolution for winding up, or a court shall make an order to that effect, or if there shall be a breach by the Customer of any of the terms and conditions hereof, the Company may treat the Contract as determined, but without prejudice to any claim or right the Company may make or exercise including (but not limited to) for the full purchase price of the goods delivered and damages for any loss suffered in consequence of such determination.
(iii) If this contract is terminated or delivery is cancelled or postponed by or as a result of actions taken by the Customer then without prejudice to any other remedy which might be open to the Company, the Company shall have the right to claim in full the ex works selling price of any products made, together with any other costs incurred by the Company to enable it to fulfil this contract.

10. CLAIMS
(i) No claim shall be entertained by the Company in respect of defects apparent on inspection, including shortages, damage or variations in colour, shape, size or texture unless:
(a) the goods are inspected by the Customer immediately on delivery or collection
(b) written notification is received by the Company and the haulier within three days or receipt of goods or such shorter period as may be specified by the haulier, followed by a complete claim in writing within seven days thereafter
(c) the Company is given reasonable opportunity to inspect the goods and investigate complaints before the goods are used.
(ii) In the absence of any complaint made in accordance herewith the goods shall be deemed to be free from any defects apparent on inspection as the Customer shall be deemed to have accepted them accordingly.
(iii) The Company's liability in respect of any defect in or failure of goods supplied or work done other than defects apparent on inspection, is limited to (if practicable) replacing or (with discretion) repairing or paying for the repair or replacement of goods, which within 12 months of delivery to the Customer are found to be defective by reason of incorrect design, workmanship or materials, and in the event of any inaccuracy in any weight, dimension or other description which has formed a representation or is part of a Contract, the Company's liability in respect of any such inaccuracy shall not exceed the price of the goods to which
the description relates. Conditions precedent to the Company's liability hereunder shall be that as soon as reasonably practicable the Customer:-
(a) Shall have given reasonable notice to the Company of the defect failure or inaccuracy; and
(b) Shall have either returned the goods to the Company or shall have provided authority for the Company to collect the goods directly from the Customer and/or Customer's premises;
(iv) If the condition or quality of goods supplied is such as might (subject to these Conditions) entitle the Customer to claim damages or terminate the contract the Customer shall not do so without first asking the Company to supply satisfactory replacement goods, whereupon the Company shall have the option of replacing goods deemed to be defective and supplying the Customer with replacement goods free of charge within a reasonable period. The Customer shall be bound to accept such satisfactory replacement goods and the Company shall not be under any liability in respect of any loss or damage suffered by the Customer as a result of the initial delivery or delay pending delivery of replacement goods defects in part only of the goods delivered shall not entitle the Customer to cancel the remainder of the order or the Contract.
(v) No claim shall be entertained by the Company in respect of general weathering of goods supplied.
(vi) Save as hereinbefore provided, and subject to the provisions of Section 2 (1) of the Unfair Contract Terms Act, 1977, the Company limits its liability for any claims arising from negligence to £500,000. In any event, to the furthest extent permitted by law, the Company shall not be liable for any indirect or consequential loss arising therefrom.
(vii) This does not affect the Company's liability for death or personal injury arising from the Company's negligence nor any other liability which cannot be excluded or limited under applicable law.

11. INDEMNITY
The Customer shall indemnify and hold harmless the Company against all claims, liabilities, damages, penalties, costs, losses and expenses incurred or suffered by the Company, in each case arising as a result of work done in accordance with the Customer's specifications which involves the infringement of the intellectual property rights (including but not limited to copyrights, patents, trade marks and design rights) or any other rights of any third party or any breach of these terms and conditions by the Customer.

12. SEVERABILITY
If any provision of these Conditions is held by any competent authority to be invalid or unenforcable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

13. JURISDICTION
The proper law of all Contracts with the Company shall be English Law, and all disputes arising under any Contract shall be subject to the jurisdiction of the English Courts.